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Reproduced with the permission of Oceana Publications

excerpt from

INTERNATIONAL SALES LAW

United Nations Convention on Contracts for the International Sale of Goods

Convention on the Limitation Period in the International Sale of Goods

Commentary by
Prof. Dr. jur. Dr. sc. oec. Fritz Enderlein
Prof. Dr. jur. Dr. sc. oec. Dietrich Maskow

Oceana Publications, 1992

Article 30 [General obligations]

[TEXT OF THE UNIFORM LAW]

The seller must [2] deliver [3] the goods, hand over [4] any documents relating to them and transfer [5] the property in the goods, as required by the contract [1] and this Convention.

[WORDS AND PHRASES, CONCEPTS

1. seller must deliver the goods etc. as required by the contract
2. main obligations of the seller
3. delivery issues: that which parties have agreed is decisive
4. hand over: cross-reference
5. seller must transfer the property in the goods ]

[COMMENTARY]

[1] [seller must deliver the goods etc. as required by the contract]

Like in other parts, it is stressed here that the parties decide themselves on their mutual rights and obligations, and that their contractual arrangements have priority and shall only be supplemented by the provisions of the Convention. The Convention, therefore, plays a supporting role, gives answers to those questions which the parties in their contract forgot to provide an answer for, and helps to solve problems (Honnold, 48). Compare also the importance of the parties' intentions (Article 8), their usages and practices (Article 9), their possibilities to exclude the Convention and/or deviate from its provisions (Article 6). Should there be a contradiction between a contract and the Convention, the former shall be considered as decisive.

[2] [main obligations of the seller]

The main obligations of the seller correspond largely with general legal opinions and are settled accordingly in most legal systems. This refers definitely to the obligation to deliver the goods and to transfer title in the goods. Part of these general obligations of the seller are explained in greater detail in the following provisions.

According to Lüderitz (Freiburg, 195) this section actually contains only minimum rules. What is dealt with here is more like a cover or wrapping than the content. Only in the case of guarantee for defects and third party rights and claims genuine obligations are substantiated, and the beginnings of an obligation to cooperate are basically settled.

[3] [delivery issues: that which parties have agreed is decisive]

Compare the provisions concerning the place of delivery (Article 31), transport of the goods (Article 32) and time for delivery (Article 33). In this context, the decisive factor is what the parties have themselves agreed in the contract. [page 127]

From this state of affairs it may even result that the seller does not have to deliver the goods because they are already in the possession of the buyer.

Also non-conformity of the goods or the delivery of an aliud generally constitutes a delivery, only in this case they would not be a delivery in conformity with the contract (see the extensive note 5 under Article 35). Such instances are cured by not giving notice (Welser/Doralt, 106). It is disputed whether delivery of completely different goods should be considered as delivery, e.g. corn instead of potatoes.

[4] [hand over : cross-reference]

Compare the rule given under Article 34.

[5] [seller must transfer the property in the goods]

Although the transfer of property constitutes a main obligation of the seller under the CISG, it is not explained here in greater detail because in Article 4 questions relating to the transfer of property are expressly excluded from the scope of the Convention. It may occur that the obligation to transfer title of the goods lasts longer than the obligation to deliver them, if under the legal provisions to be applied the property transferred only later (Lüderitz/Freiburg, 186). The transfer of property in most legal systems is done as agreed between the parties. The legal basis for the transfer of property sometimes greatly differs from country to country. In many countries (as in the Anglo-Amencan and Roman legal families), the property in specific goods is transferred at the moment of the conclusion of the contract. In the case of generic goods, that transfer is done when the goods are specified, i.e. not later than with their handing over to the carrier. In some countries, the property in the goods is passed to the buyer only when he receives the goods from the carrier. This distinction is important when a creditor of the seller or the buyer wants to take possession of the goods in transport (Lando/BB, 248).

The conflict-of-law rules relating to the passing of property differ from country to country as well. A widely adopted principle is that of the lex rei sitae, which means that a transfer of property effected in the seller's country remains valid even if not all conditions for the transfer of property are fulfilled in the buyer's country. Conversely, title may immediately be transferred in the buyer's country while the goods are being transported there, even if conditions for it are still lacking in the seller's country (Lando/BB, 248). [page 128]

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Pace Law School Institute of International Commercial Law - Last updated August 9, 2002
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